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AMBARELLA INC

For the period ended Oct 31, 2025. Filed Dec 4, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Oct 31, 2025 · Filed Dec 4, 2025

AMBA$61.64+5.3%Stored close · as of Nov 9, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

Notes to Condensed Consolidated Financial Statements

(Unaudited)

  1. Organization and Summary of Significant Accounting Policies

Organization

Ambarella, Inc. (the Company) was incorporated in the Cayman Islands on January 15, 2004. The Company is a leading developer of low-power semiconductor solutions offering powerful artificial intelligence (AI) processing, advanced image signal processing, and high-definition (HD) and Ultra HD compression. The Company combines its processor design capabilities with its expertise in video and image processing, algorithms and software to provide a technology platform that is designed to be easily scalable across multiple applications and enable rapid and efficient product development. The Company’s system-on-a-chip, or SoC, products fully integrate high-definition video processing, image processing, AI algorithms, audio processing and system functions onto a single chip. These low power SoCs deliver exceptional video and image quality and can extract valuable data from high-resolution video and radar streams. The Company is currently addressing a broad range of human and AI applications, including video security, advanced driver assistance systems (ADAS), electronic mirrors, drive recorders, driver/cabin monitoring systems, autonomous driving, and industrial and robotic applications.

The Company sells its solutions to leading original equipment manufacturers, or OEMs, who include the Company’s SoCs in their products, and original design manufacturers, or ODMs, who include the Company’s SoCs in the products that they supply to OEMs, globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with the instructions to Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) and, therefore, do not include all information and notes normally provided in audited financial statements. The accounting policies are described in the “Notes to Consolidated Financial Statements” in the Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025 (the Form 10-K) and updated, as necessary, in this Form 10-Q. The year-end condensed consolidated balance sheet data presented for comparative purposes was derived from audited financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair statement have been included. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for any other interim period or for a full fiscal year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Form 10-K.

Basis of Consolidation

The Company’s fiscal year ends on January 31. The condensed consolidated financial statements of the Company and its subsidiaries have been prepared in conformity with U.S. GAAP. All intercompany transactions and balances have been eliminated upon consolidation.

Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies described in Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025.

Concentration of Risk

The Company’s products are manufactured, assembled and tested by third-party contractors located primarily in Asia. The Company does not have long-term agreements with these contractors. A significant disruption in the operations of one or more of these contractors would impact the production of the Company’s products which could have a material adverse effect on its business, financial condition and results of operations.

A substantial portion of the Company’s revenue is derived from sales through one of its distributors, WT Microelectronics Co., Ltd., formerly Wintech Microelectronics Co., Ltd., or WT, which serves as its non-exclusive sales representative and fulfillment partner in Asia other than Japan, and to one ODM, Chicony Electronics Co., Ltd., or Chicony, which manufactures devices incorporating the Company’s solutions on behalf of multiple end-customers. Termination of the relationships with these customers could result in a temporary or permanent loss of revenue. Furthermore, any credit issues from these customers could impair their abilities to make timely payment to the Company. See Note 15 for additional information regarding revenue and credit concentration with these customers.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, marketable debt securities and accounts receivable. The Company maintains its cash primarily in checking accounts with reputable financial institutions. Cash deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The Company has not experienced any losses on deposits of its cash. In order to limit the exposure of each investment, the cash equivalents and marketable debt securities consist primarily of money market funds, fixed deposits, corporate bonds, asset-backed securities and U.S. government securities which management assesses to be highly liquid. The Company does not hold or issue financial instruments for trading purposes.

The Company performs ongoing credit evaluation of its customers and adjusts credit limits based upon payment history and customers’ credit worthiness. The Company regularly monitors collections and payments from its customers.

Restricted Cash

In the first quarter of fiscal year 2026, the Company entered into a Letter of Credit of approximately $0.4 million with a financial institution as collateral for the security deposit on its new office lease located in Santa Clara, California. Refer to Note 7, Leases for detailed lease information. The Letter of Credit is irrevocable forone year, during which the Company has the obligation to maintain the full amount of the Letter of Credit. The restricted cash also includes those amounts required to be set aside to secure certain transactions in a foreign entity. The following table presents cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets, and the totals are presented on the condensed consolidated statements of cash flows:

As of
October 31, 2025January 31, 2025October 31, 2024January 31, 2024
(in thousands)
Cash and cash equivalents$174,057$144,622$127,122$144,914
Restricted cash442777
Total as presented in the condensed consolidated statements of cash flows$174,499$144,629$127,129$144,921

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance requires additional disclosures related to effective tax rate reconciliation, disaggregated income taxes paid and other modified income tax-related disclosures. The ASU shall be applied on a prospective basis with retrospective application permitted, and is effective for annual periods beginning after December 15, 2024. The Company expects to adopt this new guidance for its fiscal period ending January 31, 2026. The Company expects that such adoption will only have an impact on its financial disclosures and does not believe it will have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This new guidance requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of income statement. The ASU may be applied prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2026 and for interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This new guidance simplifies the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standard Codification (ASC) 606, Revenue from Contracts with Customers, and allows all entities to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The new guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adoption of this new guidance on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Accounting for and Disclosure of Software Costs. This new guidance removes all references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The new guidance also specifies that the disclosures under ASC 360-10, Property, Plant, and Equipment — Overall apply to capitalized software costs accounted for under Subtopic 350-40, regardless of how those costs are presented in the financial statements. The new guidance may be applied using a prospective, retrospective or modified transition approach, and it is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. Early adoption is permitted. The Company early adopted this new guidance using a prospective transition approach and there was no material impact on itsconsolidated financial statements and disclosures.

  1. Financial Instruments and Fair Value

The Company invests a portion of its cash in money market funds, fixed deposits and marketable debt securities that are denominated in United States dollars. The marketable debt security portfolio consists of corporate bonds, asset-backed securities and U.S. government securities. All of the investments are classified as available-for-sale securities and reported at fair value in the condensed consolidated balance sheets as follows:

Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Money market funds and fixed deposits$6,857$—$—$6,857
Corporate bonds60,223356(3)60,576
Asset-backed securities21,97463(6)22,031
U.S. government securities38,510135(11)38,634
Total cash equivalents and marketable debt securities$127,564$554$(20)$128,098
Amortized CostUnrealized GainsUnrealized LossesFair Value
(in thousands)
Money market funds and fixed deposits$3,849$—$—$3,849
Corporate bonds55,138111(123)55,126
Asset-backed securities20,41220(67)20,365
U.S. government securities30,3268(182)30,152
Total cash equivalents and marketable debt securities$109,725$139$(372)$109,492

The following table provides the breakdown of unrealized losses as of October 31, 2025 and January 31, 2025, respectively, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

Less than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
Corporate bonds$2,812$(3)$—$—$2,812$(3)
Asset-backed securities4,236(5)903(1)5,139(6)
U.S. government securities6,153(5)3,202(6)9,355(11)
Total marketable debt securities at loss position$13,201$(13)$4,105$(7)$17,306$(20)
Less than 12 Months12 Months or GreaterTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(in thousands)
Corporate bonds$23,200$(116)$2,144$(7)$25,344$(123)
Asset-backed securities8,052(51)4,343(16)12,395(67)
U.S. government securities20,380(169)4,809(13)25,189(182)
Total marketable debt securities at loss position$51,632$(336)$11,296$(36)$62,928$(372)
As of
October 31, 2025January 31, 2025
(in thousands)
Included in cash equivalents$6,857$3,849
Included in marketable debt securities121,241105,643
Total cash equivalents and marketable debt securities$128,098$109,492

The contractual maturities of the investments at October 31, 2025 and January 31, 2025 were as follows:

As of
October 31, 2025January 31, 2025
(in thousands)
Due within one year$24,281$35,405
Due in 1 - 5 years102,79574,087
Due in 5 - 15 years1,022—
Total cash equivalents and marketable debt securities$128,098$109,492

The unrealized gains and losses on the available-for-sale securities were primarily caused by fluctuations in market value and interest rates as a result of the economic environment. The Company estimates the expected losses at an individual security level whenever a security’s fair value is below its amortized cost basis using the discounted cash flow method. The credit-related portion of the loss is recognized in other income, net in the condensed consolidated statements of operations but is limited to the difference between the fair value and the amortized cost basis of the security, adjusted for accrued interest. The non-credit-related portion of the loss is recognized in accumulated other comprehensive income (loss) in the condensed consolidated balance sheets. The credit-related losses were not material for the three and nine months ended October 31, 2025 and 2024, respectively.

The following fair value hierarchy is applied for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments.

Level 3—Unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

The Company measures the fair value of money market funds and fixed deposits using quoted prices in active markets for identical assets and classifies them within Level 1. The fair value of the Company’s investments in other debt securities are obtained based on quoted prices for similar assets in active markets and are classified within Level 2.

The following tables present the fair value of the financial instruments measured on a recurring basis as of October 31, 2025 and January 31, 2025, respectively:

TotalLevel 1Level 2Level 3
(in thousands)
Money market funds and fixed deposits$6,857$6,857$—$—
Corporate bonds60,576—60,576—
Asset-backed securities22,031—22,031—
U.S. government securities38,634—38,634—
Total cash equivalents and marketable debt securities$128,098$6,857$121,241$—
TotalLevel 1Level 2Level 3
(in thousands)
Money market funds and fixed deposits$3,849$3,849$—$—
Corporate bonds55,126—55,126—
Asset-backed securities20,365—20,365—
U.S. government securities30,152—30,152—
Total cash equivalents and marketable debt securities$109,492$3,849$105,643$—
  1. Inventories

Inventories at October 31, 2025 and January 31, 2025 consisted of the following:

As of
October 31, 2025January 31, 2025
(in thousands)
Work-in-progress$29,185$20,546
Finished goods9,97413,882
Total$39,159$34,428
  1. Property and Equipment, Net

Depreciation expense was approximately $1.2 million and $1.2 million for the three months ended October 31, 2025 and 2024, respectively, and was approximately $3.5 million and $3.6 million for the nine months ended October 31, 2025 and 2024, respectively. Property and equipment at October 31, 2025 and January 31, 2025 consisted of the following:

As of
October 31, 2025January 31, 2025
(in thousands)
Computer hardware and software$27,783$25,730
Tools and equipment8,9518,625
Furniture and fixtures2,2191,376
Leasehold improvements2,4573,455
Construction in progress466307
41,87639,493
Less: accumulated depreciation and amortization(31,151)(30,409)
Total property and equipment, net$10,725$9,084
  1. Goodwill and Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination.

Intangible assets primarily consist of software licenses as well as developed technology, customer relationships and trade name that were acquired from business combinations.

The Company enters into certain software license agreements with third parties from time-to-time. The software licenses consist of noncancelable on-premise internal-use software and software with alternative use that is to be sold, leased or otherwise marketed as part of a product. The licenses have been capitalized as intangible assets, and the corresponding future payments have been recorded as liabilities at net present value. As of October 31, 2025, approximately $3.5 million of software license liabilities were recorded in accrued and other current liabilities and approximately $0.4 million were recorded in other long-term liabilities in the condensed consolidated balance sheets.

The components of intangible assets as of October 31, 2025 and January 31, 2025 were as follows:

As of October 31, 2025As of January 31, 2025
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
(in thousands)
Software licenses$47,361$(26,750)$20,611$45,051$(18,755)$26,296
Developed technology21,200(12,261)8,93921,200(9,989)11,211
Customer relationships13,200(5,867)7,33313,200(4,767)8,433
Trade name2,500(1,429)1,0712,500(1,161)1,339
Total intangible assets, net$84,261$(46,307)$37,954$81,951$(34,672)$47,279

The amortization expense associated with software licenses was approximately $3.2 million and $3.1 million for the three months ended October 31, 2025 and 2024, respectively, and was approximately $10.0 million and $9.1 million for the nine months ended October 31, 2025 and 2024, respectively. The amortization expense associated with acquisition-related intangible assets, including developed technology, customer relationships and trade name, was approximately $1.2 million and $1.2 million for the three months ended October 31, 2025 and 2024, respectively, and was approximately $3.6 million and $3.6 million for the nine months ended October 31, 2025 and 2024, respectively. As of October 31, 2025, the Company has not commenced amortization with respect to approximately $7.3 million of software licenses with alternative uses that are to be sold, leased or otherwise marketed as part of products. Once the associated products are available for general release to customers, the Company will commence amortization on a product-by-product basis over the remaining estimated economic life of the products. The expected future amortization expense related to the intangible assets as of October 31, 2025 is as follows:

As of
Fiscal Year(in thousands)
2026 (3 months remaining)$2,621
20278,503
20287,312
20296,166
20303,768
Thereafter9,584
Total future amortization expenses:$37,954

Goodwill and intangible assets are tested for impairment at least annually, in the fourth fiscal quarter, or more frequently if events or changes in circumstances indicate that they may be impaired. There wereno goodwill and intangible asset impairments for the three and nine months ended October 31, 2025 and 2024, respectively.

  1. Accrued and Other Current Liabilities

Accrued and other current liabilities at October 31, 2025 and January 31, 2025 consisted of the following:

As of
October 31, 2025January 31, 2025
(in thousands)
Accrued employee compensation$25,386$22,941
Accrued product development costs41,01032,929
Software license liabilities, current3,5467,021
Development deposit liability13,50013,500
Other accrued liabilities4,9564,390
Total accrued and other current liabilities$88,398$80,781

The accrued employee compensation primarily consists of accrued payroll and accrued employee benefits, as well as employee stock purchase plan withholding. In the first quarter of fiscal year 2026, approximately $9.8 million of annual bonus was paid, of which $3.7 million was paid in cash and $6.1 million was settled with fully vested restricted stock units. The $13.5 million of development deposit liability represents a cash advance from a customer for funding a development project that is subject to certain refund conditions.

  1. Leases

In December 2024, the Company entered into a new office lease for its headquarters in Santa Clara, California with a term of 104 months from September 1, 2025 to April 30, 2034 and anoption to extend for an additional five years. The lease commencement date was established on September 1, 2025. Accordingly, an operating lease right-of-use (ROU) asset ofapproximately $10.0 million, net of $0.5 million of lease incentives and prepayments, and a corresponding $10.5 million lease liability was recorded in the condensed consolidated balance sheets as of the lease commencement date. The optional lease term is not recognized as part of the ROU asset and lease liability.

The operating lease expense was approximately $0.9 million and $0.9 million for the three months ended October 31, 2025 and 2024, respectively, and was approximately $2.7 million and $2.9 million for the nine months ended October 31, 2025 and 2024, respectively. The Company's short-term leases and finance leases were not material as of October 31, 2025 and January 31, 2025, respectively.

Supplemental cash flow information related to the operating leases is as follows:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands)
Cash paid for operating leases included in operating cash flows$464$950$2,409$2,937
Operating lease assets obtained in exchange for lease obligations$9,992$141$10,058$3,476

As of October 31, 2025, the weighted average remaining lease term is 7.06 years, and the weighted average discount rate is 7.96 percent. Future minimum lease payments for the lease liabilities are as follows:

As of
Fiscal Year(in thousands)
2026 (3 months remaining)$492
20272,991
20282,653
20291,896
20301,952
Thereafter8,684
Total future annual minimum lease payments18,668
Less: interest(5,022)
Total lease liabilities$13,646
  1. Deferred Revenue

Deferred revenue is primarily related to nonrecurring engineering (NRE) charges that are either invoiced or paid but for which the related performance obligations are not yet satisfied, as well as, for product shipments, a portion of a transaction price that exceeds the weighted average selling price for products sold to date under tiered-pricing contracts that contain material rights. During the nine months ended October 31, 2025 and 2024, the amounts recognized as revenue that were included in the deferred revenue balance at the end of prior fiscal years were approximately $8.8 million and $0.8 million, respectively.

As of October 31, 2025, the amount of remaining unsatisfied performance obligations on contracts, primarily consisting of NRE project service agreements and product purchase orders with original contract duration of more than one year, was approximately $39.4 million, of which approximately 73% isexpected to be recognized within the next 12 months. This does not include amounts from contracts that have an original expected contract duration of one year or less.

  1. Other Long-Term Liabilities

Other long-term liabilities at October 31, 2025 and January 31, 2025 consisted of the following:

As of
October 31, 2025January 31, 2025
(in thousands)
Unrecognized tax benefits, including interest$1,165$1,008
Deferred tax liabilities694695
Software license liabilities, non-current3992,420
Long-term deferred revenue3,149—
Other long-term liabilities43
Total other long-term liabilities$5,411$4,126
  1. Capital Stock

Preference shares

There wereno preference shares issued and outstanding as of October 31, 2025 and January 31, 2025, respectively.

Ordinary shares

In the first quarter of fiscal year 2026, the Company added 524,549 shares to the ordinary shares reserved for issuance, pursuant to an “evergreen” provision contained in the Amended and Restated 2012 Employee Stock Purchase Plan, or ESPP. Pursuant to such provision, for each fiscal year, the number of ordinary shares reserved for issuance under the ESPP is automatically increased by a number equal to the lesser of (i)1,500,000 ordinary shares, (ii) one and one quarter percent (1.25%) of the aggregate number of ordinary shares outstanding on February 1st of each fiscal year, or (iii) an amount determined by the Company’s Board of Directors or a duly authorized committee of the Board of Directors.

As of October 31, 2025 and January 31, 2025, the following ordinary shares were reserved for future issuance under the Company’s equity plans and employee stock purchase plan:

As of
October 31, 2025January 31, 2025
Shares reserved for options, restricted stock and restricted stock units under equity plans4,069,2454,991,570
Shares reserved for employee stock purchase plan3,975,2303,636,591

Share repurchase program

On May 28, 2025, the Company's Board of Directors approved an extension of the Company's existing share repurchase program for an additional twelve months through June 30, 2026. During the nine months ended October 31, 2025, the Company repurchased a total of 24,152 shares for approximately $1.0 million in cash. As of October 31, 2025, there was approximately $48.0 million available for repurchases under the current repurchase program through June 30, 2026. Repurchases may be made from time-to-time through open market purchases, 10b5-1 plans or privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and it may be suspended at any time at the Company’s discretion. The repurchase program is funded using the Company’s working capital and any repurchased shares are recorded as authorized but unissued shares.

  1. Stock-based Compensation

The following table presents the classification of stock-based compensation for the periods indicated:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands)
Stock-based compensation:
Cost of revenue$658$899$2,389$2,339
Research and development16,77618,63751,33354,653
Selling, general and administrative8,3077,31123,33723,503
Total stock-based compensation$25,741$26,847$77,059$80,495

As of October 31, 2025, approximately $5.6 million of stock-based compensation expense was accrued in accrued and other current liabilities in the condensed consolidated balance sheets. Total unrecognized compensation cost related to unvested restricted stock units at October 31, 2025 was approximately $175.1 million and is expected to be recognized over a weighted-average period of 2.52 years. Total unrecognized compensation cost related to unvested stock options at October 31, 2025 was immaterial.

The following table sets forth the weighted-average assumptions used to estimate the fair value of employee stock purchase plan awards for the periods indicated:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
Employee stock purchase plan awards:
Volatility68%56%61%47%
Risk-free interest rate3.81%4.55%4.05%4.97%
Expected term (years)0.50.50.50.5
Dividend yield0%0%0%0%

The following table summarizes stock option activities for the period indicated:

Options Outstanding
Weighted-
Total Intrinsic · Average
Weighted- · Value Of · Remaining · Aggregate
Weighted-AverageOptionsContractualIntrinsic
AverageGrant-dateExercisedTermValue
Shares · Exercise Price · Fair Value · (in thousands) · (in years) · (in thousands)
Outstanding at January 31, 2025226,616$52.20
Exercised(47,641)43.40$1,615
Expired(16,619)75.00
Outstanding at October 31, 2025162,35652.452.26$5,556
Exercisable at October 31, 2025162,343$52.462.26$5,555

The intrinsic value of options outstanding and exercisable is calculated based on the difference between the fair market value of the Company’s ordinary shares on the reporting date and the exercise price. The closing price of the Company’s ordinary shares on October 31, 2025 was $85.23, as reported by The Nasdaq Global Select Market. The intrinsic value of exercised options is calculated based on the difference between the fair market value of the Company’s ordinary shares on the exercise date and the exercise price.

The following table summarizes restricted stock unit activities for the period indicated:

Weighted-
Average
Grant-Date
SharesFair Value
Unvested at January 31, 20252,645,379$71.84
Granted1,359,26874.30
Vested(874,684)74.15
Forfeited(221,545)86.96
Unvested at October 31, 20252,908,418$71.15

As of October 31, 2025, the aggregate intrinsic value of unvested restricted stock units was $247.9 million.

  1. Net Loss Per Ordinary Share

The following table sets forth the computation of basic and diluted net loss per ordinary share for the periods indicated:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands, except share and per share data)
Numerator:
Net loss$(15,107)$(24,071)$(59,430)$(96,892)
Denominator:
Weighted-average ordinary shares - basic42,866,91641,479,45942,544,62241,128,068
Weighted-average ordinary shares - diluted42,866,91641,479,45942,544,62241,128,068
Net loss per ordinary share:
Basic$(0.35)$(0.58)$(1.40)$(2.36)
Diluted$(0.35)$(0.58)$(1.40)$(2.36)

The following weighted-average potentially dilutive securities were excluded from the computation of diluted net loss per ordinary share as their effect would have been antidilutive:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
Options to purchase ordinary shares73,719190,38279,517205,214
Restricted stock units1,530,4172,272,057988,3922,028,574
Employee stock purchase plan22,05415,20914,03611,512
1,626,1902,477,6481,081,9452,245,300
  1. Income Taxes

The following table provides details of income taxes for the periods indicated:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands)
Loss before income taxes$(14,174)$(23,419)$(57,599)$(94,735)
Provision for income taxes9336521,8312,157
Effective tax rate(6.6)%(2.8)%(3.2)%(2.3)%

The Company recorded an expense for income taxes of $0.9 million and $1.8 million for the three and nine months ended October 31, 2025, respectively. The Company recorded an expense for income taxes of $0.7 million and $2.2 million for the three and nine months ended October 31, 2024, respectively. The increased income tax expense for the three months ended October 31, 2025 was primarily due to an increase in forecasted full-year profit. The decreased income tax expense for the nine months ended October 31, 2025 was primarily due to a decrease in the proportion of profits generated in the U.S. and reduction in U.S. tax expenses because of the One Big Beautiful Bill Act (OBBBA), partially offset by an increase in forecasted full-year profit.

On July 4, 2025, President Trump signed the OBBBA, which includes a broad range of tax reform provisions affecting businesses. The OBBBA includes numerous changes to existing tax law including extending or making permanent certain business and international tax measures initially established under the 2017 Tax Cuts and Jobs Act, which were set to expire. The Company is in the process of evaluating the financial statement impact of these provisions to future periods and does not expect the OBBBA to have a material impact on its consolidated financial statements.

The Company files federal and state income tax returns in the United States and in various foreign jurisdictions. The Company’s fiscal years 2022 through 2025 are generally open and subject to potential examination by U.S. federal tax authorities. The Company’s fiscal years 2021 through 2025 are generally open and subject to potential examination by state tax authorities. The Company’s fiscal years 2018 to 2025 remain open to examination by foreign tax authorities. Fiscal years outside of the normal statute of limitations remain open to audit by tax authorities due to tax attributes generated in those earlier years, which have been carried forward and may be audited in subsequent years when utilized.

The Company regularly assesses the likelihood of adverse outcomes resulting from potential tax examinations to determine the adequacy of its provision for income taxes. These assessments can require considerable estimates and judgments. As of October 31, 2025, the gross amount of unrecognized tax benefits was approximately $22.0 million. If the estimates of income tax liabilities prove to be less than the ultimate assessment, then a further charge to expense could be required. If events occur, and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities could result in tax benefits being recognized in the period in which the Company determines the liabilities are no longer necessary. At this time the Company is not able to reasonably estimate the amount of tax reserve that will reverse within the next 12 months.

  1. Commitments and Contingencies

Contract Manufacturer Commitments

The Company’s components and products are procured and built by independent contract manufacturers based on sales forecasts. These forecasts include estimates of future demand, historical trends, analysis of sales and marketing activities, and adjustment of overall market conditions. The Company regularly issues purchase orders to independent contract manufacturers which are cancelable upon agreement between the Company and third-party manufacturers. These manufacturing purchase commitments typically provide the Company with flexibility to cancel, reschedule or adjust requirements based upon business needs but the Company may incur certain costs depending on the production stage of the products. As of October 31, 2025 and January 31, 2025, total manufacturing purchase commitments were approximately $106.2 million and $56.4 million, respectively. On a quarterly basis, the Company also reviews and assesses the need for any expected loss liabilities for products that it does not expect to sell for which it has committed purchases from suppliers and records the liabilities in accrued and other current liabilities in the condensed consolidated balance sheets. There wereno material loss liabilities recorded in the condensed consolidated balance sheets from adverse purchase commitments as of October 31, 2025 and January 31, 2025, respectively.

Other Commitments

During the three months ended October 31, 2025, the Company entered into a noncancelable on-premise internal-use software license agreement for product design. As of October 31, 2025, total cash payments for the license are approximately $5.3 million, of which $3.5 million will be paid within 12 months and the remaining $1.8 million will be paid within 12 to 24 months. The license term does not commence until November 1, 2025.

Except as described above, there have been no material changes to other commitments as compared to the other commitments described in the Company's Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

Indemnification

The Company, from time to time, in the normal course of business, indemnifies certain vendors with whom it enters into contractual relationships. The Company has agreed to hold the other party harmless against third-party claims in connection with the Company’s future products. The Company also indemnifies certain customers against third-party claims related to certain intellectual property and product liability matters. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. The Company hasnot made payments under these obligations as of October 31, 2025, andno liabilities have been recorded for these obligations in the condensed consolidated balance sheets as of October 31, 2025 and January 31, 2025, respectively.

Other Matters

From time to time, the Company is subject to commercial disputes, employment issues, intellectual property claims and litigation, in the ordinary course of its business. Although the ultimate disposition of asserted claims cannot be predicted with certainty, it is the Company’s belief that the outcome of any such claims, either individually or on a combined basis, will not have a material adverse effect on its consolidated financial position. The results of any litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. As of October 31, 2025 and January 31, 2025, there wereno accruals for contingent liabilities related to such matters recorded in the condensed consolidated balance sheets.

  1. Segment Reporting

The Company operates asa single operating and reportable segment and derives substantially all of its revenue from development and sales of low-power AI-based processing and video and image processing SoC solutions. In determination of a reportable segment, the Company considers the research and development deployed, the nature of production process, the distribution channels of SoCs, as well as the Company’s management structure. The Chief Executive Officer of the Company has been identified as the Chief Operating Decision Maker (the CODM) and manages the Company’s operations as a whole. The CODM uses net loss presented on a consolidated basis to evaluate the financial performance and allocate resources. The CODM also monitors budget versus actual results of the operating segment. The measure of reportable segment assets is reported within the condensed consolidated balance sheets as total assets. The accounting policies for the measurement of net loss and total assets of the reportable segment have been described in the Note 1, Organization and Summary of Significant Accounting Policiesof the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the 2025 fiscal year filed with the SEC on March 28, 2025.

Geographic Revenue

The following table sets forth the Company’s revenue by geographic region based on bill-to location for the periods indicated.

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands)
Taiwan$75,961$54,612$197,997$128,127
Asia Pacific other than Taiwan20,17715,73354,52542,103
Europe3,1815,99116,61015,934
North America other than United States7,3535,75616,69512,033
United States1,7805614,0082,653
Total revenue$108,452$82,653$289,835$200,850

Substantially all of the Company’s property and equipment were located in the United States, Taiwan, Europe and Asia Pacific region other than Taiwan. As of October 31, 2025, the net amount of fixed assets located in these regions was approximately $5.6 million, $3.8 million, $1.1 million and $0.2 million, respectively. As of January 31, 2025, the net amount of these fixed assets located in these regions was approximately $3.7 million, $4.0 million, $1.1 million and $0.3 million, respectively.

Additional Segment Information

The following table presents the significant segment expenses included in the condensed consolidated net loss for the periods indicated:

Three Months Ended October 31,Nine Months Ended October 31,
2025202420252024
(in thousands)
Total revenue$108,452$82,653$289,835$200,850
Less cost and expense:
Product cost42,45230,949112,82374,291
Employee-related32,82828,82096,35386,282
Stock-based compensation25,74126,84777,05980,495
Semiconductor development cost9,2278,68423,82821,288
Tools & equipment6,4226,21721,84918,186
Professional services3,9243,58211,41511,724
Facilities-related3,3422,7088,8908,172
Other segment items (a)1,8131,0653,5923,868
Interest income(2,190)(2,148)(6,544)(6,564)
Net loss$(15,107)$(24,071)$(59,430)$(96,892)

(a) The other segment items include amortization of intangible assets acquired from business combinations, non-operating (income) expenses, income tax provision (benefit) and other immaterial items.

Major Customers

For the three and nine months ended October 31, 2025, the customer representing 10% or more of revenue was WT, which accounted for approximately 70.2% and 68.4% of total revenue, respectively. In the prior fiscal year, the customers representing 10% or more of revenue were WT and Chicony, which accounted for approximately 66.1% and 10.7% of total revenue for the three months ended October 31, 2024, respectively, and accounted for approximately 63.8% and 10.2% of total revenue for the nine months ended October 31, 2024, respectively. Accounts receivable with WT was approximately $24.7 million and $12.3 million as of October 31, 2025 and January 31, 2025, respectively.

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